Vendor Code of Conduct

Barnes & Noble, Inc., together with its subsidiaries and affiliates (collectively “Barnes & Noble”), strives to work with Vendors (including but not limited to manufacturers, printers, packagers, publishers, contractors, subcontractors and other Vendors) (collectively “Vendors”) who treat their workers with dignity and respect, maintain just and decent working conditions, adhere to all applicable laws and regulations, and make their products in a safe and environmentally sustainable manner.

Accordingly, we require each Vendor to comply with the following Vendor Code of Conduct. The Vendor Code of Conduct defines our minimum expectations. No code of conduct can be all-inclusive, but we expect those with whom we do business to act reasonably in all respects and to ensure that no abusive, exploitative or illegal conditions exist at their workplace. We may end our business relationship with any Vendor who fails to comply with this Vendor Code of Conduct.

II. Key Expectations

1. Compliance with Applicable Laws, Regulations and Company Policies

Vendors are expected to comply with all laws and regulatory requirements applicable to their business, including but not limited to those related to wages, hours, labor, health, safety, the environment, immigration, import/export, and business conduct and ethics. Vendors are also expected to comply with this Barnes & Noble Vendor Code of Conduct.

2. Forced Labor

Barnes & Noble will not tolerate the use of forced or involuntary labor. Vendors shall not utilize forced or involuntary labor, whether in the form of prison labor, indentured labor, bonded labor, or otherwise.

3. Child Labor

Barnes & Noble does not tolerate the use of child labor. Barnes & Noble will not accept products or services from Vendors that use child labor. Vendors are expected to comply with applicable local child labor laws and employ only workers who meet the applicable minimum legal age requirement. Under no circumstances shall Vendors hire or employ workers under the age of 14.

4. Compensation and Working Hours

Vendors are expected to comply with all applicable wage and hour labor laws and regulations governing employee compensation and working hours. If no minimum wage law applies, Vendors shall pay employees the prevailing industry wage. Barnes & Noble will not use Vendors who require employees to work in excess of the statutory requirements without proper compensation as required by applicable law. Employees should be permitted reasonable days off (at least one day off for every seven-day period) and leave privileges as required by applicable law.

5. Discrimination

Vendors shall not subject any person to discrimination in employment (including hiring, salary, benefits, advancement, discipline, termination, or retirement) on the basis of age, sex, race, color, ancestry, religion, creed, citizenship status, disability, national origin, marital status, military status, sexual orientation, gender identity and expression, or any factors not related to the job. Vendors are expected to comply with all applicable local laws concerning discrimination in hiring and employment practices.

6. No Harassment or Abuse

Vendors will treat each employee with respect and dignity and will not subject any employee to any physical, sexual, psychological, verbal, or any other form of harassment or abuse.

7. Freedom of Association and Collective Bargaining

Vendors will respect the rights of employees regarding their decision of whether to associate or not to associate with any group, as long as such groups are legal in their own country. Vendors must not interfere with, obstruct or prevent such legitimate activities.

8. Environment

Vendors are expected to conduct their operations in a way that protects the environment. Vendors shall comply with all applicable environmental laws and regulations in the countries in which they operate.

9. Health and Safety

Vendors shall comply with all applicable safety and health laws and regulations in the countries in which they operate. Vendors are expected to provide a safe working environment that supports accident prevention and minimizes exposure to health risks occurring within or arising out of the course of work. Vendors are also expected to provide products and services that meet all applicable health and safety requirements.

10. Gifts and Gratuities

Vendors shall conduct business in an ethical and legal manner, free from potential personal or private interests that may affect professional judgment or adversely impact Barnes & Noble. Barnes & Noble employees are permitted to give and accept only modest entertainment and tokens of appreciation that are considered usual and customary for our industry. Vendors must never give any gift or offer of entertainment to anyone if doing so would cause the recipient to violate the law, or his or her employer’s rules and policies.

11. Anti-Bribery and Anti-Corruption

Barnes & Noble complies with the anti-bribery and anti-corruption laws of the countries in which it does business, including the Foreign Corrupt Practices Act ("FCPA") and any similar foreign laws. Vendors and their agents will not make any direct or indirect payments or promises of payment to foreign government officials for the purpose of inducing an unfair business advantage. Offers or agreements with foreign government officials that could reasonably be interpreted as an attempt to gain an unfair business advantage are also prohibited. This prohibition also applies in areas where such activity may not violate local law.

12. Country of Origin

Vendors will adhere to the laws and regulations of the countries of manufacture and distribution pertaining to product design, manufacture, packaging, labeling, and importation. Commercial invoices and other necessary documentation must be provided in compliance with applicable laws. All products, unless specifically exempted under the applicable customs laws and regulations, shall be marked with the country of origin.

13. Confidential Information

Vendors shall comply with all applicable laws and regulations governing the protection, use and disclosure of Barnes & Noble proprietary, confidential and personal information, and of the information belonging to Barnes & Noble’s customers. Confidential or proprietary information about our company, products, customers, business partners, or other parties, which has been obtained through business contact with Barnes & Noble, must not be misappropriated or used for personal advantage or for the benefit of third parties.

14. Intellectual Property

Vendor shall display the highest standard of respect, legal and ethical behavior with regard to the intellectual property rights of third parties. Vendors must ensure that the products sold to Barnes & Noble do not violate the patent, trademark, copyright or any other proprietary rights of any third party.

15. Food Sourcing and Animal Welfare

In supplying Barnes & Noble with food and beverages, Vendor is expected to supply Barnes & Noble with products containing high quality ingredients, favoring organic and ethically produced products if possible. Barnes & Noble encourages Vendor to commit to socially responsible standards, including the promotion of animal welfare throughout an animal’s lifecycle.

16. Conflict Minerals

Vendors are required to design and implement reasonable processes to ensure transparency related to the content and materials comprising all products manufactured for Barnes & Noble which may include gold, tantalum, tin, and tungsten and the ores from which they are derived. Vendors are required to communicate, to the best of their knowledge, the country of origin and content of the product(s) manufactured for Barnes & Noble and to determine whether these products contain “conflict minerals” as defined by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Vendors are required to assist Barnes & Noble with its conflict minerals compliance by making a reasonable, good-faith effort to answer any questions and to provide all declarations in the form requested by Barnes & Noble.

III. Compliance & Monitoring

1. Certification and Documentation

Vendors must certify annually their compliance with Barnes & Noble’s Vendor Code of Conduct. Vendors shall also create and maintain documents and records to ensure regulatory compliance and conformity to this Code. Failure to comply with this Code or the law and failure to certify to this Code when requested may result in discontinuance of business relationships.

2. Right to Inspect

Barnes & Noble shall have the right to monitor Vendor production facilities through audits by third parties and visits by Barnes & Noble personnel.

3. Contact

For questions or comments on the Barnes & Noble Vendor Code of Conduct, or to report any violations of the Code, please contact Nanette Delumpa-Roach, Director, Product Compliance, at ndelumpa-roach@bn.com.